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[Free English Translation]
BANCO SANTANDER (BRASIL) S.A.
Public-Held Company with Authorized Capital
Corporate Taxpayer ID (“CNPJ/MF”) # 90.400.888/0001-42
Company Registration (“NIRE”) # 35.300.332.067
MINUTES OF THE BOARD OF DIRECTORS MEETING
HELD ON MAY 15, 2014
DATE, TIME, AND PLACE:
May 15, 2014, at 10:00 a.m., at the main place of business of Banco Santander (Brasil) S.A. (“Company”).
ATTENDANCE:
The majority of the Company´s Board of Directors members, as follows: Mr. Celso Clemente Giacometti – Chairman of the Board of Directors and Independent Director; and the Directors Messrs. Conrado Engel, José de Paiva Ferreira and José Manuel Tejon Borrajo; and the Independent Directors Mrs. Marilia Artimonte Rocca and Viviane Senna Lalli.
CALL NOTICE:
The Meeting was duly convened as provided for in article 16 of the Company´s Bylaws.
BOARD:
Pursuant to article 18, item I of the Company´s Bylaws, the Meeting was chaired by the Chairman of the Board of Directors, Mr. Celso Clemente Giacometti, who invited Mr.Marco Antônio Martins de Araújo Filho, Company´sVice-President Executive Officer, to act as the Secretary.
AGENDA:
Re-ratify the Minutes of the Board of Directors Meeting of the Company, held at 9:30 a.m. on March 26, 2014, specifically, to appear in terms that after Mr.Graham Charles Nyetakes office ofthe post of technical member qualified of the Audit Committee, the current technical member qualified, Mrs. Elidie Palma Bifano, will remain on the Company´s Audit Committee, as a member.
RESOLUTIONS:
Initially, the Board of Directors´ members approved the writing of the Minutes of the Meeting in an abridged form. It was also approved the publication of the Minutes in the form of an abstract, without Directors’ signatures.
Afterwards, proceeding to the item of the Agenda, after examination and discussion of such matter, and pursuant to the documents presented to the Director’s, the Company´s Board of Directors, unanimously and without any restrictionsAPPROVEDre-ratifythe Minutes of the Board of Directors Meeting of the Company, held at 9:30 a.m. on March 26, 2014, held at 9:30 a.m. on March 26, 2014, specifically, to appear in terms that after Mr.Graham Charles Nyetakes office ofthe post oftechnical member qualified of the Audit Committee, pursuant to article 12, paragraph 2, of Resolution # 3,198/04 of the National Monetary Council, whose election process is pending approval by the Central Bank of Brazil, the current technical member qualified, Mrs. Elidie Palma Bifano, will remain on the Company´s Audit Committee, as amember. Accordingly, the Audit Committee of the Company will apply the following composition, with a term of office of one (1) year, which will expire on March 18, 2015: